Batman And Spider-Man: Breaking Point
by Farrell14
Summary: Spider-Man suffers a devastating loss that brings about a disturbing change in Peter. Can the Bat-Clan reach there once trusted friend and ally or is Spider-Man too far gone?
1. Chapter 1

Batman and all related characters belong to DC and Spiderman and everything belongs to Marvel. Enjoy the Story. Thank you.

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The unusually quiet streets of New York City were shattered by the piercing screech of one Barbara Gordon's, aka Batgirls specially supped up motorcycle called the bat-cycle as she raced through the streets of Washington Heights. Frantically weaving through traffic, she desperately raced to the George Washington Bridge when a voice cracked in her cowls headset.

 _"Batgirl where are you?!"_ Peter Park, Spider-Man's voice cried out, frantic in her ear. She looked up to see her best friend webbing through down the street in the same direction as she zigged zag through the congested traffic

"I'm right below you; I'm almost at G.W. Bridge right now Pete!" Barbara responded calmer but barely.

 _"I screwed up!"_ Spiderman nearly choked out, causing Batgirls heart to sink. "It's my fault Barbara, I let this happen!"

"Peter no, don't do that; we're not going to let that maniac hurt Gwen!" Barbara responded, saying everything she could reassure not only him but herself too.

 _"If anything happens to her Barb, I don't, I...!"_ Spider-Man practically sobbed in Batgirl's cowl comms.

"Peter stop it, I swear, we're going to save her!" She reiterated again to her friend as they both could see the bridge approaching fast. She didn't need to remind him that Gwen was her friend too. Her Father was friends with Capt. George Stacy. In fact Barbara had stayed with the Stacy's wile she Mid-Town science Academy with Peter. It had only been less than fifteen minutes when the mysterious lunatic known as Green Goblin ambushed them on a patrol, holding Peter's girlfriend Gwen Stacy hostage. He instructed them to meet him at the George Washington Bridge if they wished to save her. Barbara revved the engine as her GPS indicated she was only few more blocks from the bridge.

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Goblin stood ready on top of the south tower of the G.W. Bridge awaiting the arrival of the two heroes. Gwen doing her best to struggle in his grasp, but with the madman's mechanical suit it was feeble at best. "W..Why are you doing this…?" she managed to sniff out to her captor.

"To prove a point my dear," he cryptically said with an evil smile with the two young heroes fast approaching. The Goblin lowered his head to Gwen's face. "You have Spider-Man to thank for this," he snarled into her ear which caused Gwen to shudder anew in fear.

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Arriving at the bridge Batgirl pulled her grappling gun and fired it skyward at the south tower of the G.W. Bridge. Grappling up to tower she landed at the same time as Spider-Man. "Gobby, let her go now!" He raged to his arch nemesis who devilishly chuckled in response.

"Oh Spider-Man I'd be more careful with your chose of words," the maniac cryptically remarked as he backed up towards the edge as he held out Gwen by the back of her neck causing the poor blonde to scream out in terror.

"No don't!" Peter cried out desperately.

"Help me; please!" Gwen begged through her hysterical cries.

"We're going to Gwen," Batgirl replied determinedly. "Hand her over Goblin, and walk away, we can settle this another day," she calmly added.

Both young heroes could sense the devious smirk from underneath the Goblins armored mask. "Certainly, if you both take off those masks and never get in my way again," he replied smugly

"Please there is no need for any of this," Peter added sternly, eyeing his goblin clad foe

"Have it your way."

As if in slow motion, Goblin released his grip on Gwen and she went straight down toward the inky black water of the Hudson.

"No!" Both Batgirl and Spider-Man bellowed at the same time as they watched their pretty blonde friend fall. Everything happened instantaneously. Green Goblins drone glider swooped down where the demonic looking villain jumped on to escape. At the same time Spider-Man sprinted to the ledge and shot a webbing to snare Gwen's ankle while Batgirl shot a grappling hook at the glider that was carrying Goblin away which successfully connected, pulling her upward with him.

Looking back down, she could see to her relief that Peter had snagged Gwen and was pulling her back up. "Oh thank god he got her!"

"Oh Batbrat, wanna go for a ride?!" Green Goblin suddenly sarcastically jeered at Barbara as he suddenly accelerated. "Oh boy!" she nervously muttered to herself as they climbed faster. Thinking fast she pressed a button on the grappling gun to reel herself in closer. As she gradually got closer to the glider, Barbara reached into her utility belt to pull out a standard batarang and took aim at one of the goblin gliders engines. Loosing the bat themed boomerang, Batgirl hit the starboard engine causing a flameout which in turn forced the glider to lose control and throw Goblin off the glider.

Batgirl snapped back her bat-line and managed to use her cape as glider to steady herself. Turning her cowls night-vision to follow Green Goblin's path of descent. She watched as he crashed through a nearby warehouse roof while the glider splashed down in the river. Batgirl adjusted herself to glide down to the warehouse where Goblin fell into. After a few minutes descending she gracefully landed in the warehouse where she began searching for the armored clad goblin. Even with her cowls night-vision capabilities, the clutter within warehouse made it difficult to find the villain forcing Barbara to switch to detective mode. Still she could not find him. Batgirl was beginning to wonder if he had somehow managed to slip away when she heard loud running footsteps coming from behind her. "Uh oh." Batgirl muttered as she spun to see the fast approaching yellow, skeletal outline of Goblin coming right her. Bab's narrowly avoided a punch to the head by literally bending backwards thanks to her years of dance and gymnastics.

Goblin recovered enough to try to slam a fist down the red headed heroine who again managed to just dodge a devastating blow by rolling out of the way in the nick of time. Simultaneously she pulled out her duel electrified knuckles and quickly put them on. Now they were both facing each other, eyes focused on the other. "Why Goblin, why kidnap an innocent girl, for what?" She demanded, ready for round two.

"To prove that no one, not Spider-Man, or you Batgirl; stays good forever; everyone has a breaking point!" He answered truthfully.

"Seriously that's it!?" Batgirl furiously shouted back at the lunatic who chuckled at the angry display from the plucky teenage red-headed heroine who charged him with her electro knuckles sparkling.

Green Goblin block the first volley of punches but Batgirl instantly changed tactics by throwing a flash pellet into the lunatic's chest. "Arggh!" he screamed in surprise as he was blinded. Batgirl followed through with a series of punches to the face and body of the Goblin which shocked his suits systems, causing them to short circuit. It was the opening that Batgirl needed to deliver a swift kick to his head that seemingly put Gobby down for good.

"Enough Goblin, it's over, you're going down, permanently for this one!" She exclaimed to the seemly fallen villain.

"Oh you naïve little brat!" Goblin snapped. "It's never that simple with me," he sneered as pressed a button on his gauntlet. Hearing the jet engine fire up behind her warned Batgirl of the incoming glider.

"Shit," she muttered as she instantly grappled up to the rafters to narrowly avoid being fatally struck by the drone glider.

"So long Batgirl; give my regards to the Spider!" Goblin taunted with a cackle as he was pulled up and away by the drone glider.

"Damnit!" Barbara exclaimed in exasperation as she watched Goblin get away. "Gwen's safe though, that's what counts," She reassured herself. Getting out of the warehouse she began heading back to the G.W. Bridge.

When Batgirl finally made it back to the bridge she grappled back up to the tower where she left Spider-man and Gwen. Landing on the roof of the Tower she saw Peter holding Gwen as if he was comforting her. "Hey guys, sorry but Gobby got away, I think if we….." Barbara spoke but stopped when she realized Peter had his mask off, and even more unsettling, was sobbing uncontrollably. Something was wrong. Very wrong. "Peter…." Batgirl tried to interject when the terrible realization hit her when Peter turned his head over his shoulder.

"She's gone Barbara; I...I failed!" He cried out in anguish. "He killed her, that bastard killed the girl I loved; because of me!"

"…No…" Barbara choked out as tears fell from her eyes when she knew the terrible truth. They both failed. Gwen Stacy, the sweet beautiful girl Barbara introduced Peter to herself, daughter of her father's friend George Stacy was dead. When she reached him, she dropped to her knees and wrapped her arms around him, and sobbed herself. "I'm sorry Peter, I'm so so, sorry," she whispered softly in his ear as she held him.

On that horrible night; the nightmare had only begun.

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So here is a short prologue to my new story. Technically this is a prequel to my other Batman/Marvel crossover, but there will most likely be some minor tweaks here and there but nothing major. As always please read and review.


	2. Chapter 2

Batman and Spiderman characters belong to their respective owners. Enjoy.

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"All the cash in the register now old man!" The masked man pointing the 9mm handgun demanded of the elderly Asian couple behind the counter.

"Yes, of course; please don't kill us," the old man begged as he cleaned out his register to put the money in the sack thrusted to him by the robber.

The other four masked robbers nervously positioned themselves throughout the mini-mart as lookouts. They were all pacing nervously as their leader snatched the sack of money from the poor elderly couple. "All right let's get out of here!" He ordered loudly to his group. Hastily they all left the store and ran only a few yards before bolting down a long, dark alleyway to hide out.

"Man, it was stupid to rob in town, we should have gone to Jersey!" One of the thugs exclaimed to the lead robber as he ripped off the mask.

"You seriously afraid of the Spider?" The head thug replied skeptically. "He's soft!"

"Dude I agree, Spidey's been on a tear lately, he practically tore a buddy of mines arm out of his socket and another guy I know is still critical in the hospital from a run in with him," Another chimed in nervously.

"All because of the Goblin droppin that cops daughter off the bridge," the third added.

"Hehehe; yeah, Gobby sent the pig's lil bitch bungee jumping without a bungee haha!" Their leader laughed hysterically at his cruel joke. A moment later he would regret what he said.

A shadowy figure above them had been trailing them from above since they exited the store. He was perched above them in the shadows, watching them intently, and waiting for the right moment to strike. The thug's crude remark however was all the motivation he needed to attack.

As the group of vicious criminals were about to make their way out of the ally, one of them who was lagging behind suddenly was pulled up by a strong string of webbing. "Ah, whaaa!" He screamed as he disappeared into the darkness above the gang.

"What the hell?" One asked nobody in particular as they watched as their comrade disappeared up into the shadows.

"Ah, no, no, arghhh!" They hear from above when they all witness, to their horror their fellow robber fall from the darkened rooftops and onto group of trash cans with a sickening crash.

As the one crook laid completely listless on the ground the others drew their guns and frantically scan the rooftops for any sign of the one responsible. "Aw man, I _told_ you, we gotta get outta here!" Another angrily, frantically stated to the leader who was now quite frightened by the turn of events.

An instant later a black blur flew out of nowhere striking a second thug and hurtling him into a wall with a loud thud. Before any of them could fire their guns the figure was moving back up into the shadows. "Gawdamnit where'd he go?!"

"I don't know I can't see em!"

"Aw shit!"

The remaining three crooks desperately scanned the rooftops for any sign of their attacker. One ventured too far from the other group and was swiftly webbed into the shadows of an adjacent corridor with a panicked scream. "Ahh!" The next thing the last two thugs left standing heard was a series of loud crashes and bangs mixed with the helpless robbers anguished cries of pain.

The last two were now frozen with fear as they trained their guns on the dark corridor. When a solid iron manhole cover came flying out of the shadows and slammed into the man's chest, breaking his sternum and sending head over heels to the ground in agony.

"To hell with this!" The lead robber turned to cowardly run away only to be cut off by said black figure dropping down in front in him. "Aw no, no!"

There, crouching before him was Spider-Man. Instead of wearing his normal red and blue uniform, he was now wearing all black one with a large white spider symbol on the front and back. " _What_ did you call her?!" Spidey snarled at the sniveling criminal as he stood straight up.

Desperately, the robber raised his pistol to shoot the dark clad web slinger only to have Spidey web up the barrel, causing it to explode in the thug's hands. "Arghhh!" He bellowed in agony as he fell backward clutching his bloody, mangled hand. "Look at what you did to my hand!" The gravely wounded robber groaned to the menacingly approaching Spidey which only earned him a kick to the face which broke his nose.

"Like I give a shit." Spider-Man said dismissively as he grabbed the punk's collar and yanked him up and pulling off his mask to look him in the eye. "What, did you call her?" He asked the wincing criminal again, enunciating every word for clarity.

"Wh…whoff?" The gravely wounded crook demanded through rasping breaths, spitting out spurts of blood. Again Spider-Man punched the man in the face in response at his seeming obliviousness.

"Gwen Stacy; what did you call her?!" He hollered rhetorically as he delivered another vicious blow to his face.

"Fughh yuvvv!" The robber desperately retorted through his broken jaw which earned yet another punch to the face.

"Who's a bitch now?!" Spider-Man rhetorically bellowed as he continued to pummel the fallen thug. "Who's it now?!" He said over and over as he lost all composure and proceeded to beat the man's face repeatedly to bloody pulp when a golden glove suddenly appeared and grasped his.

"That's enough!" An angry voice demanded of Spider-Man.

Dropping the unconscious thug, he turned to face whomever interrupted his beat down of the robbers. It was _her_. Barbara, Batgirl. And she didn't look happy. In fact she was downright scowling at her longtime friend. Before either of them could say anything they were interrupted by distant sirens of approaching police cars.

"C'mon, we got get outta sight!" Batgirl said as they both move to the rooftops to avoid detection by the NYPD.

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Spider-Man and Batgirl watched the gang get loaded into FDNY ambulances. Neither said a word as they tensely observed the scene.

"What the hell has gotten into you?!" She demanded of Spider-Man.

"They just put guns in the faces of an elderly couple, I didn't think I had to handle them with kid gloves," he darkly snorted in response.

" _Don't_ you _dare_ pull that righteous crap on me _,_ you damn near _killed_ those guys!" She shot back incredulously, sticking her finger in his chest. Another stare down ensued before Batgirl softened her expression. "This, this isn't going to bring _her_ back," she said, sincerely heartfelt pointing to the crime scene at the streets below them.

Spider-Man fists tightened. "No, but it would have _saved_ her," he retorted darkly.

"You can't honestly believe that!" Batgirl responded incredulously, not believing what her best friend just uttered.

"Can't I!?" Spider-Man snapped in reply. He turned his back to her. "How many innocent people have suffered because we hold back, because we worry about some criminal's welfare, you know I _actually_ saved Goblin's life once or twice before?" He spat disgustedly.

"Do you honestly think that doesn't bother me too?!" Batgirl desperately as he stalked away from her. "You don't think I feel _guilty_ about that what happened to Gwen too?!"

"But _you_ weren't the one who caught her," Spider-Man replied bitterly when he looked back at Batgirl. "It wasn't you that… that," he attempted to go on but stopped in mid-sentence, his quivering voice betraying his angry demeanor.

Before she could say anything Spider-Man put arm aloft shot his webbing and swung away into the city night.

"Peter, wait!" Batgirl called out, but he was already gone. "Peter..." She muttered sadly in the air.

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In the Batcave under Wayne Manor in Gotham City, New Jersey, Batgirl had just returned from New York. "Something is wrong with him, I know it!" She declared frantically to her male colleagues as she ripped her mask off: Batman, Nightwing, and Jason Todd, Robin.

"After what happened, are you surprised?" Nightwing answered in a rather deadpanned manner.

"So he put some nasty criminals in the hospital; big damn deal," Robin added dryly, reflecting on his own rough housing with criminals.

"It isn't that he was tough on some thugs, it's like his whole personality has changed," Barbara reiterated. "From that creepy new black costume he has, he..." Barbara had to stop to recompose herself for a moment. "It's like he's possessed," she finally said with tears threatening to fall from her eyes.

"Spider-Man is much stronger than you give him credit for Barbara," Batman finally said after many long, uncomfortable moments of silence.

"But he isn't right now!" Barbara insistently shouting. The sheer desperation in her tone caught everyone in the cave by surprise. Especially Nightwing, who tightened his fists a bit.

"Getting a little emotional over a guy who's just your _friend_ Bab's?" Dick said with a snarky tone to his on again off again girlfriend.

Barbara's first response was to go wide-eyed. Then sneer, before finally snapping. "Excuse me Grayson!" She growled, running right up to Nightwing sticking a finger in his chest. "You don't hear me making snide comments about you hanging around Kitty Pryde, White Tiger or Firestar and you got the nerve to be like that with me?!" Bab's yelled in Dick's face before Batman finally stepped in.

"Enough!" He snarled at his two sidekicks. "All of you, on patrol now, you know where to go!" He added firmly to which Dick and Jason complied, though Dick more begrudgingly eyeing Bab's as he got on his Night Cycle.

Barbara on the other hand ignored him and lingered behind.

"What is it Barbara?" Batman asked irritably.

"Bruce, please talk to Peter, then you'll see what a dark place he's in!" Barb pleaded once more.

Batman merely looked over his shoulder momentarily at Barbara before turning away. "Go on patrol Barbara," He simply ordered.

Bab's scowled a bit but said nothing as she turned around to leave. As soon as she left for patrol, Batman brought up Spider-Man's file on his Batcomputer. Going over Peter's most recent run-ins with New York's criminal underbelly. A mugger with a dislocated knee, a jewelry store thief left with broken clavicle. Another with bilateral punctured lungs. That one was still in the ICU at mercy General. There was no doubt it. Peter had gotten more ruthless in his crime fighting methods. _Much_ more.

"You _should_ go see him, you're the only hero he _respects_ ," A familiar highly aristocratic voice suddenly said from behind him. He didn't need to turn around to know who it was.

"He looks up to Captain America and Tony as well," Batman replied curtly to Alfred, his faithful butler who was coming to bring him his dinner tray.

"He _idolizes_ Captain Rodgers and Iron Man," Alfred stated matter of fact as put the tray down on the console. "But, he _respects_ you, you mentored him, as matter of fact I seem to recall Vicki Vale once dubbed Spider-Man your second Robin,"

"I only did so after Batgirl pushed for his inclusion on the team," Bruce responded as he took off his cowl.

"Regardless, Batgirl is right, something is terribly amiss about Mr. Peter sir," Alfred answered, handing him a copy of the _Daily Bugle_. Bruce read the Headline.

' _Spider-Man: Out of control!'_ The front page photograph showing A black suited Spider-Man violently slamming a mugger to the ground. The mayor of New York was now denouncing Spider-Man publicly, according to the article.

While negative headlines about Spider-Man (and to a lesser extent all superheroes in general) in the _Daily Bugle_ were of little surprise. This time Bruce knew there was _some_ merit to it, considering what he had read on the computer.

"... Thank you Alfred..." Bruce flatly said, glaring the _Bugle_ copy in his hand.

"I'll leave it to you Master Bruce," Alfred answered turning to go back upstairs leaving Bruce to crunch the newspaper in his hand. Batman put his cowl back on and determinedly went to his famous Batmobile. Firing up it's jet thrusters, Batman pushed up on the throttle, letting the iconic vehicle accelerate out of the cave and onto a deserted road where he headed to New York.

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Going to leave there for now. As always please read and review. Hope you enjoyed it. Thank you.


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